SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number 0-25076
GILMER FINANCIAL SERVICES, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 75-2561513
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification or
organization) Number)
218 W. Cass Street, Gilmer, Texas 75644
(Address of principal executive offices)
(903) 843-5525
(Issuer's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
State the number of Shares outstanding of each of the issuer's classes of
common equity, as of the latest date:
As of November 12, 1996, there were 200,058 shares of the Registrant's
common stock $.01 par value issued and outstanding.
GILMER FINANCIAL SERVICES, INC
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
AT SEPTEMBER 30, 1996 AND JUNE 30, 1996
(UNAUDITED)
SEPTEMBER 30, JUNE 30,
1996 1996
------------- -------------
ASSETS
Cash on hand and in banks $ 265,231 $ 346,721
Interest bearing deposits 428,932 634,423
Investment securities
Held to maturity 322,668 327,670
Mortgage-backed certificates
Available for sale 4,855,556 4,985,363
Held to maturity 10,889,595 11,219,452
Loans receivable, net 21,356,407 20,436,502
Accrued interest receivable 340,057 317,451
Real estate acquired in settlement of loans,net - -
Federal Home Loan Bank stock, at cost 474,100 467,200
Office properties and equipment, at cost 212,851 215,514
Prepaid expenses and other assets 79,463 137,904
----------- -----------
Total assets $39,224,860 $39,088,200
=========== ===========
LIABILITIES
Deposits $25,623,875 $25,476,872
Accrued interest payable 6,730 8,699
Advances by borrowers for taxes and ins. 646,220 540,807
Accounts payable and accrued expenses 291,954 77,959
Federal income taxes (27,696) 124,458
Advances from Federal Home Loan bank 8,870,000 8,930,000
----------- -----------
Total liabilities 35,411,083 35,158,795
STOCKHOLDERS' EQUITY
Preferred Stock; $.01 par value; 2,000,000 shares
authorized; none issued
Common stock, $.01 par value, 2,000,000 shares
authorized; 200,058 shares issued and outstanding 2,001 2,001
Additional paid in capital 1,679,014 1,679,014
Retained earnings 2,399,691 2,442,626
Less: Shares acquired by Employee Stock Ownership Plan (129,195) (133,110)
Shares acquired by Recognition and Retention Plan (34,782) (36,934)
Net unrealized loss on decline in market
value of securities available for sale (102,952) (24,192)
----------- -----------
Total stockholders' equity 3,813,777 3,929,405
----------- -----------
Total liabilities and stockholders' equity $39,224,860 $39,088,200
=========== ===========
See accompanying notes to the consolidated financial statements.
2
GILMER FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
1996 1996
-------- --------
INTEREST INCOME
Loans $463,373 $402,686
Investment securities 5,979 5,127
Mortgage-backed securities 243,996 190,546
Other interest-earning assets 15,820 22,433
-------- --------
Total interest income 729,168 620,792
INTEREST EXPENSE
Deposits 311,733 340,439
Interest on FHLB advances 127,764 45,331
-------- --------
Total interest expense 439,497 385,770
-------- --------
Net interest income 289,671 235,022
Provision for loan losses 6,000 5,250
-------- --------
Net interest income after provision for
loan losses 283,671 229,772
NONINTEREST INCOME
Gain on sale of interest-bearing assets 1,071 2,331
Loan origination & commitment fees 22,406 9,036
Loan servicing fees 19,516 12,028
Income (loss) from real estate operations 1,123 15,886
Other income 13,271 10,307
-------- --------
Total noninterest income 57,387 49,588
NONINTEREST EXPENSE
Compensation and benefits 132,964 95,198
Occupancy and equipment 13,170 9,085
Federal insurance premium 12,768 14,391
Loss on sales of foreclosed real estate -- --
Provision for losses on other real estate -- --
Other expense 80,592 66,517
BIF/SAIF Assessment 164,429 --
-------- --------
Total noninterest expense 403,923 185,191
-------- --------
Income(loss) before taxes (62,865) 94,169
INCOME TAX EXPENSE (19,930) 32,833
-------- --------
Net income(loss) $(42,935) $ 61,336
======== ========
Earnings(loss) per share (Note 1) $ (.21) $ .34
======== ========
See accompanying notes to consolidated financial statements.
3
GILMER FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED)
TOTAL
STOCKHOLDERS'
EQUITY
Balance at June 30, 1996 $ 3,929,405
Change in unrealized loss on decline in market
value of securities available for sale (78,760)
Accrual of ESOP Plan Awards 3,915
Accrual of RRP Plan Awards 2,152
Net Income(Loss) (42,935)
-----------
Balance at September 30, 1996 $ 3,813,777
===========
See accompanying notes to consolidated financial statements
4
GILMER FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
1996 1995
----------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss) $ (42,935) $ 61,336
Adjustments to reconcile net income
to net cash provided by operating activities
Depreciation 6,105 6,105
Gain on sale of real estate owned -- (322)
Provision of losses on loans and other
real estate -- --
Gain on sale of interest bearing assets (1,071) (2,008)
Contribution to ESOP Plan 3,915 3,915
Contribution to RRP Plan 2,152 2,152
Change in assets and liabilities
(Increase) decrease in accrued
interest receivable (22,606) (20,679)
(Increase) decrease in prepaid
expenses and other assets 58,441 (115,890)
(Decrease) increase in advances
for taxes and insurance 105,413 154,740
(Decrease) increase in accrued
interest payable (1,969) 2,033
(Decrease) increase in federal
income taxes (152,154) 26,860
(Decrease) increase in deferred
loan fees 453 1,212
(Decrease) increase in accounts
payable & accrued expenses 213,995 92,170
----------- -----------
Net cash provided by operating
activities 169,739 209,472
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of investment securities -- --
Purchase of investment securities -- --
Capital expenditures (3,442) (14,197)
Purchase of FHLB stock (6,900) (5,000)
Proceeds from sales of mortgage loans 306,011 631,061
Loans originates, net of payments (1,226,369) (1,315,075)
Sales proceeds from sale of real
estate owned 9,500
Purchase of mortgage-backed certificates -- --
Purchase of securities available for sale -- (217,267)
Sales proceeds from sale of mortgage-
backed certificates available for sale -- 213,231
Principal paydown on mortgage-backed
certificates 386,977 404,352
----------- -----------
Net cash provided by (used in)
investing activities (543,723) (293,395)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (Decrease) in deposits 147,003 451,341
Net (decrease) increase in advances
from FHLB (60,000) (150,000)
----------- -----------
Net cash provided by financing
activities 87,003 301,341
----------- -----------
Net increase (decrease) in cash
and cash equivalents (286,981) 217,418
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 981,144 779,580
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 694,163 $ 996,998
=========== ===========
See accompany notes to consolidated financial statements
5
GILMER FINANCIAL SERVICES, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOTE 1-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies and practices of Gilmer Financial
Services, Inc. conform to generally accepted accounting principles and to
prevailing practices within the savings and loan industry.
The unaudited interim financial statements were prepared in accordance with
instructions for Form 10-QSB and, therefore, do not include information or
footnotes necessary for a complete presentation of financial position, results
of operations, and cash flows in conformity with generally accepted accounting
principles. However, all adjustments (consisting only of normal recurring
adjustments) which, in the opinion of management, are necessary for a fair
presentation of the financial statements have been included. The results of
operations for the three month period ended September 30, 1996 are not
necessarily indicative of the results which may be expected for an entire fiscal
year.
The OTS has adopted a regulation which requires that, for purposes of
calculating regulatory capital, unrealized gains or losses related to accounting
for certain investments in debt and equity securities under SFAS 115 are not
included in the Bank's regulatory capital. As a result of this rule at September
30, 1996, the Bank's core, tangible and risk-based capital was increased by
approximately $102,952 above the capital calculated in accordance with generally
accepted accounting principles.
Effective July 1, 1996, the Bank adopted Statement of Financial Accounting
Standards No. 122, "Accounting for Mortgage Servicing Rights" ("SFAS No. 122"),
and amendment to FASB Statement No. 65. SFAS No. 122 requires that a portion of
the cost of originating a mortgage loan be allocated to the mortgage servicing
rights based on its fair value relative to the loan as a whole. This statement
eliminates the accounting distinction between rights to service mortgage loans
for others that are acquired through loan origination activities and those
acquired through purchase transactions. While this statement did not have a
significant effect this quarter, management believes that this standard will
have an impact on the Bank's operating results and financial condition in the
future.
NOTE 2-CONVERSION
On July 13, 1994, the Board of Directors of the Bank, subject to regulatory
approval and approval by members of the Bank, adopted a Plan of Conversion to
convert from a federally chartered mutual savings bank to a federally chartered
stock savings bank with the concurrent formation of a holding company. The
conversion was designed to be accomplished through amendment of the Bank's
federal charter and the sale of the holding company's common stock in an amount
equal to the consolidated proforma market share of the holding company and the
Bank after giving effect to the conversion.
On February 9, 1995, Gilmer Savings Bank completed its conversion. The Bank
issued 195,755 shares of stock. All of the Bank's outstanding common stock will
be held on the Holding Company's books.
NOTE 3-RECOGNITION AND RETENTION PLAN
The Board of Directors of the Company adopted and obtained stockholder approval
at the October 12, 1995 stockholder's meeting, a Recognition and Retention Plan
(RRP) to enable the Company to provide officers and employees with a proprietary
interest in the Company as incentive to contribute to its success. Officers and
employees of the Company who are selected by members of a committee appointed by
the Board of Directors of the Company will be eligible to receive benefits under
the RRP.
The Company has available to award 7,830 shares of Company stock and awarded
4,303 shares, with the remainder being reserved for future award. The shares
granted are in the form of restricted stock to be earned and payable over a
five-year period at the rate of 20% per year, effective on the date of
stockholder ratification. Compensation
6
GILMER FINANCIAL SERVICES, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOTE 3-RECOGNITION AND RETENTION PLAN (CONTINUED)
expense in the amount of the fair market value of the common stock at the date
of the grant to the officer or employee will be recognized pro rata over the
five years during which the shares are earned and payable. RRP Plan expense
totalled $2,152 for the three month period ended September 30, 1996.
NOTE 4-EARNINGS PER SHARE
Earnings(loss) per share for the three month period ended September 30, 1996,
have been computed by dividing the net earnings by the weighted average common
shares outstanding. Shares controlled by the ESOP are accounted for in
accordance with Statement of Position 93-6, under which unallocated shares are
not considered in weighted average shares outstanding. Earnings(loss) per share
for the three months ended September 30, 1996 was (.21) per share based on
weighted average common shares outstanding of 200,058. Earnings(loss) per share
for the three months ended September 30, 1995 was .34 per share.
NOTE 5-RECLASSIFIED
Certain items previously reported have been reclassified to conform with current
period reporting form
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
Gilmer Financial Services, Inc. was formed in July of 1994 and is the
holding company and owner of 100% of the common stock of Gilmer Savings Bank FSB
of Gilmer, a federally chartered stock savings institution. In this discussion
and analysis, reference to the operations and financial condition of the Company
includes the operations and financial condition of the Bank.
On February 9, 1995, the Bank completed its conversion from a mutual to a
stock savings institution. On that date, the Company issued and sold 195,755
shares of common stock at $10.00 per share to complete the conversion of the
Bank from mutual to stock form ("Conversion"). Net proceeds to the Company were
approximately $1.6 million after deducting expenses of approximately $320,000.
The Holding Company's business currently consists of the operations of the
Bank. As a consumer-oriented financial institution, the Company offers a range
of banking services to residents of its primary market area. The Company is
principally engaged in the business of attracting deposits from the general
public and investing those deposits, along with funds generated from operations
and borrowings, into mortgage, commercial, and consumer loans. The Company also
invests in mortgage and government backed securities and certificates of
deposit.
The Bank's results of operations are primarily affected by its net
interest income, which is the difference between interest income earned on its
loans, investment and mortgage-backed securities and other investments, and its
cost of funds consisting of interest paid on deposits and borrowed funds,
including Federal Home Loan Bank advances. Net income of the Bank is also
affected by non-interest income, such as loan origination and commitment fees,
loan servicing fees and other income, and non-interest expense, including
compensation and benefits, insurance premiums, losses on foreclosed real estate
and provisions for losses on loans. The Bank's net income also is affected
significantly by general economic conditions and competitive conditions,
particularly changes in market interest rates and actions of regulatory
authorities.
Financial Condition
September 30, 1996 Compared to June 30, 1996. Total assets increased
$136,700, or .35% to $39.2 million at September 30, 1996 from $39.1 million at
June 30, 1996. The increase was primarily attributable to an increase in loans
of $920,000, partially offset by a decrease in mortgage-backed securities of
$460,000 and a decrease in cash and cash equivalents of $286,000.
Loans receivable were $20.4 million at September 30, 1996, and $21.4
million at June 30, 1996, an increase of $920,000, or 4.3%. This increase is
primarily attributable to a more favorable interest rate environment for home
financing.
Mortgage-backed securities decreased $460,000 from $16.2 million at
September 30, 1995 to $15.7 million at June 30, 1996. The decrease was primarily
due to principal repayments on mortgage-backed securities.
Cash and cash equivalents decreased $286,000 from $981,000 at June 30,
1996 to $694,000 at September 30, 1996. The decrease in cash was due primarily
to an increase in loan demand.
Investment securities decreased $5,000 from $328,000 at June 30, 1996 to
$323,000 at September 30, 1996. The decrease was due to principal repayments.
Deposits remained relatively unchanged with an increase of $147,000 from
$25.5 million at June 30, 1996, to $25.6 million at September 30, 1996. Federal
Home Loan Bank advances decreased $60,000 due to repayments.
Advances by borrowers for taxes and insurance increased $105,000 from
$541,000 at June 30, 1996 to $646,000 at September 30, 1996. The increase is due
to the majority of the property taxes not being due until the last quarter of
calendar 1996.
8
Total stockholder's equity decreased $116,000 to $3,813,000 at September
30, 1996 from $3,929,000 at June 30, 1996. This decrease was primarily a result
of a net loss of $43,000, along with a $79,000 increase in unrealized loss on
securities available for sale. The Bank continued to exceed all of its
regulatory capital requirements at September 30, 1996, with tangible and core
capital of $3.6 million (9.20% of total adjusted assets) and risk-based capital
of $3.8 million (20.65% of risk-weighted assets).
Results of Operations
The Company's results of operations depend primarily on the level of its
net interest income and non-interest income and the amount of non-interest
expenses. Net interest income depends upon the volume of interest-earning assets
and interest-bearing liabilities and the interest rates earned or paid on them.
Comparison of Operating Results for the Three Months Ended September 30, 1996
and 1995
General. Net income(loss) for the quarter ended September 30, 1996 was
($43,000), an decrease of $104,000 from the quarter ended September 30, 1995.
The decrease was primarily due to a $164,000 charge to income from the BIF/SAIF
legislation enacted on September 30, 1996. Net interest income increased
$55,000, non-interest income increased $8,000, offset by a $1,000 increase in
provision for loan losses, a $219,000 increase in non-interest expense and a
$53,000 decrease in income tax expense.
Interest Income. Interest income totaled $729,000 for the quarter ended
September 30, 1996, compared to $621,000 for the quarter ended September 30,
1995, an increase of $108,000. The increase was due primarily to increases in
the average balance of loans and mortgage-backed securities.
Interest Expense. Interest expense increased $54,000 for the quarter ended
September 30, 1996 compared to September 30, 1995. This was primarily due to an
increase in interest paid on Federal Home Loan Bank advances, due to the
increase in average outstanding advances during the period.
Provision for Loan Losses. The Company maintains an allowance for loan
losses based upon management's periodic evaluation of non-performing loans,
inherent risks in the loan portfolio, economic conditions and past experience.
For the three months ended September 30, 1996, provisions of $6,000 were
recorded. The Company will continue to monitor its provision for loan losses as
economic and regulatory conditions dictate.
Non-Interest Income. Non-interest income increased $8,000 from $49,000 for
the quarter ended September 30, 1995 to $57,000 for the quarter ended September
30, 1996. The increase resulted primarily from an increase of $13,000 in loan
origination and commitment fees, a $7,000 increase in loan servicing fees, and a
$3,000 increase in other income, partially offset by a $15,000 decrease in
income on real estate operations.
Non-Interest Expense. Non-interest expense totaled $404,000 for the
quarter ended September 30, 1996, compared to $185,000 for the quarter ended
September 30, 1995, an increase of $219,000. The deposits of savings
associations such as the Bank are presently insured by the Savings Association
Insurance Fund (the "SAIF"), which, along with the Bank Insurance Fund (the
"BIF"), is one of the two insurance funds administered by the FDIC. Financial
institutions which are members of the BIF are experiencing substantially lower
deposit insurance premiums because the BIF has achieved its required level of
reserves while the SAIF has not yet achieved its required reserves. In order to
eliminate this disparity, legislation to recapitalize the SAIF was enacted by
Congress on September 30, 1996. The legislation called for a special assessment
of 65.7 basis points of the March 31, 1995 SAIF assessment base. The special
assessment resulted in a $164,000 charge to noninterest expense during the
quarter ended September 30, 1996, which affected the Company's results of
operations.
Compensation and benefits increased $38,000 to $133,000 for the quarter
ended September 30, 1996 from $95,000 for the quarter ended September 30, 1995,
due to ordinary increases in staff, salaries, insurance, and other benefits, as
well as ESOP and RRP contributions. Other miscellaneous expenses increased
$14,000 from $67,000 for the quarter ended September 30, 1995 to $81,000 for the
quarter ended September 30,
9
1996. The primary reason for this increase was an increase in fees associated
with growth in checking accounts, as well as an increase in group insurance and
moving expenses associated with the hiring of new employees.
Income Taxes. The provision for income taxes decreased $53,000 from
$33,000 for the quarter ended September 30, 1995 to ($20,000) for the quarter
ended September 30, 1996, due to a net loss before taxes of $63,000 for the
quarter ended September 30, 1996.
10
GILMER FINANCIAL SERVICES, INC.
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to Vote of Security Holders
(a) On October 22, 1996, the Company held its Second Annual
Meeting of Stockholders.
(b) At the meeting, Vance Gorman and Paul David Williams were
elected for terms to expire in 1999.
(c) Stockholders voted on the following matters:
(i) The election of the following directors of the Company;
BROKER
VOTE: FOR AGAINST ABSTAIN NON-VOTES
Director 1 135,516 5,000 0 0
Director 2 135,516 5,000 0 0
(ii) The ratification of the appointment of HENRY & PETERS,
P.C. as independent auditors of the Corporation for the
fiscal year ending June 30, 1997.
BROKER
VOTES: FOR AGAINST ABSTAIN NON-VOTES
140,516 0 0 0
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27-Financial Data Schedule
(b) On September 20, 1996, the Registrant filed a Current Report
on Form 8-K announcing a stock repurchase program.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GILMER FINANCIAL SERVICES, INC.
Date: November 13, 1996 By: /s/ Gary P. Cooper_____
Gary P. Cooper
Pres. and Chief Executive Officer
(Principal Executive Officer)
Date: November 13, 1996 By: /s/ Sheri Parish_______
Sheri Parish
Vice President/Secretary/Treasurer
(Principal Fin. & Acct. Officer)
12